About
Jay advises publicly held and private companies and private equity and other investment firms in mergers and acquisitions and securities offerings. Jay also advises boards of directors and board committees in mergers and acquisitions and other corporate governance matters.
-
Jay’s clients invest in and operate companies across a wide variety of industries, including technology, healthcare, business services, energy and consumer products.
Jay’s experience includes:
• helping private equity firms build out their portfolios with acquisitions, grow their portfolio companies, and successfully execute exits;
• representing venture capital firms, as well as startups and emerging businesses seeking growth and funding;
• advising investment banks and issuers in securities offerings;
• serving as outside general counsel to a variety of enterprises, advising boards, management and controlling stockholders on matters including litigation management, compliance investigations, IP management, human resources issues and strategic planning;
• helping long-established family businesses and their controlling families through transition and sale situations; and
• supporting family offices and closely-held investment companies in capital raising and restructuring matters.
Practices
Emerging Companies
Healthcare
Mergers and Acquisitions
Private Equity and Venture Capital
Admissions
Pennsylvania
New York
Education
Tulane University School of Law, J.D., 1985
Vanderbilt University, B.A., 1980
Experience
FisherBroyles, LLP
Cravath, Swaine & Moore
Wolf Block
Duane Morris
DLA Piper
Representative Transactions
Mergers and Acquisitions
Dollar Financial Group, Inc., in its acquisition of Cash-N-Dash Check Cashing, Inc.
Honeywell, Inc. in its acquisition of APT Incorporated, an operator of air and fluid management systems
Penn Maid Foods, Inc. in its sale to Crowley Foods, Inc.
Fleer Corp. in the sale of Asher Candy Company to American Industrial Acquisition Corp.
Carparts.com, Inc., a web-based auto parts vendor, in its sale to Auto Data Networks, Inc.
The Bon-Ton Stores, Inc. in its acquisition of the Northern Department Store Group of Saks Corporation, and in $1.8 billion in related acquisition financing transactions
SpectaGuard, Inc. in its acquisition of Security Systems, Inc.
Penn International, Inc., a manufacturer of fishing reels and other fishing products, in its sale to K2, Inc.
NFC Global Services, Inc., a security information services provider, in its sale to West Publishing Corporation
Maverick Network Solutions Inc., a payment systems company, in its sale to FiServ Inc.
Ottens Flavors, Inc. in its sale to International Flavors and Fragrances, Inc.
John Rock, Inc., a manufacturer of wooden pallets, in its sale to Kamps, Inc.
Private Equity
Guardian Capital Partners in its acquisition of Sure Fit, Inc., a manufacturer of furniture covers
Guardian Capital Partners in its acquisition of R&D Circuits, Inc., a manufacturer of printed circuit boards for testing equipment
Guardian Capital Partners in its acquisition of Kwik Tek Inc., a provider of water and snow sports products
Guardian Capital Partners in its acquisition of McCubbin Hosiery LLC, a branded and private label supplier of socks and hosiery
C. Goldman & Co. in the establishment and funding of Mid-Atlantic Dental Services Holdings LLC
Guardian Capital Partners in its acquisition of Cosmic Pet LLC, a branded and private label supplier of pet supplies
Cosmic Pet LLC in its acquisition of OurPet’s Company (NASDAQ: OPCO)
Havis, Inc, in its acquisition of Engineered Network Systems, Inc.
Venture Capital
RCD Technology, Inc. in its offering of Series A preferred stock
SUNRx, Inc., a pharmacy benefit management services provider, in its Series A preferred stock offering to NLM Capital Partners
Flipswap, Inc. in its Series B preferred stock offering to NGEN and RRE Ventures
Context Ventures in its Series A preferred stock financing of FineStationery Solutions, Inc.
Maverick Network Solutions in its offering of Series A-2 preferred stock to Emerald Ventures
Careerminds Group, Inc., a web-based provider of outplacement services, in its offering of Series A preferred stock to Innovation Ventures
NewSpring Healthcare in its Series A preferred stock investment in Verisma Systems, Inc.
Healthcare
NovaCare, Inc., a national provider of comprehensive therapy services, in its acquisition of Rehab Systems Company
RehabClinics, Inc., a national operator of outpatient physical therapy services, in its $62 million initial public offering of common stock
NovaCare, Inc. in the acquisition of Orthopedic Services, Inc. (NASDAQ: OSX)
Temple University Health System in its acquisition of Episcopal Hospital
Jefferson Health System in its acquisition of Methodist Hospital
Philadelphia Brokerage Corporation as placement agent for its $100 million offering of convertible preferred stock by QuadraMed Corporation
Proformance Senior Living LLC, a national developer and operator of senior living facilities, in the financing and development of its chain of facilities
Precyse Solutions LLC, a provider of medical transcription services, in its Series A and Series B preferred stock offerings
Philadelphia Brokerage Corporation as placement agent for its $32.6 million registered direct offering of common stock and warrants by Beijing Med-Pharm Corporation
Ovation Senior Living LLC, a national developer and operator of senior living facilities, in the financing and development of its chain of facilities
Fred’s, Inc. (NYSE: FRED), a publicly traded operator of pharmacies, in state regulatory matters
Mid-Atlantic Dental Services Holdings LLC, a national dental management services company, in its Series A unit offerings and the acquisition of dental practices in Pennsylvania, Maryland, Delaware and New Jersey
SUNRx, Inc., a 340B pharmacy benefit management services provider, in its sale to MedImpact Health Systems, Inc.
Transparent Health Marketplace, Inc., in its $25 million offering of Series C preferred stock
NewSpring Healthcare in its investment in Vascular Management and Innovations Group LLC
Presentations and Teaching Experience
“Alternative Financing Options in M&A: Seller Notes, Asset-Backed, Mezzanine, Joint Ventures, Private Equity,” Strafford Webinars, May 5, 2021
“Drafting Transfer Provisions in M&A Agreements,” Strafford, November 2020
“Drafting Transfer Provisions in Joint Acquisition Vehicles; Preserving Flexibility, Avoiding Pitfalls,” Lawline, September 2020